Royal Parks Parks Ultra - Charity Contract 2013
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Royal Parks Parks Ultra - Charity Contract 2013

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Contract template for charities taking places in the 2013 Royal Parks Foundation Ultra

Contract template for charities taking places in the 2013 Royal Parks Foundation Ultra

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    Royal Parks Parks Ultra - Charity Contract 2013 Royal Parks Parks Ultra - Charity Contract 2013 Document Transcript

    • Partnership Agreement THE ROYAL PARKS FOUNDATIONULTRA 06.10.2013 Charity and The Royal Parks FoundationConfidential Page 1 07/03/2013RPFU Charity Partner Contract
    • AgreementDatedBetween:(1) THE ROYAL PARKS FOUNDATION a registered charity with charity number 1097545 of The Old Police House, Hyde Park, London, W2 2UH United Kingdom (“RPF”); and(2) Charity Name,a registered charity with charity numberxxxxxxwhose registered office is at ADDRESS(“Charity Partner”)BACKGROUNDA The Royal Parks Agency is the manager of the Parks and has permitted RPF to stage the Event in the Parks. Proceeds received by RPF from the Event (after deduction of costs) will be donated to RPF.B Promoter will promote and produce the Event on behalf of RPF.C Charity Partner wishes to promote its charity through participation in the Event.D RPF wishes to appoint Charity Partner as a Charity partner of the Event on the terms and subject to the conditions set out below.Charity Partner and RPF HEREBY AGREE as follows:All definitions are set out in Annex 1.1 APPOINTMENTThe term of the Agreement shall be deemed to be from 1 April 2013 and shall continue to 30 days afterthe Event unless terminated earlier in accordance with Clause 12.2 CONSIDERATION2.1 Charity Partner shall pay to RPF the Feeon signature of this Agreement2.2 Unless otherwise directed by RPF, Charity Partner shall make payments by bank transfer to RPF’s bank account held with National Westminster Bank plc, PO Box 6037, 186 Brompton Road, London SW3 1HL, with Account No. 84506458 and Sort Code: 60-04-042.3 All payments under this Agreement shall be paid without any deductions, set-off or withholdings.2.4 All amounts expressed in this Agreement as being payable to RPF are expressed inclusive of value added tax (if any) which may be chargeable thereon (“VAT”). For the avoidance of doubt, the Event is subject to the VAT exemption currently applying to charity fundraising events.2.5 If the Fee is not paid on signature of this Agreement, in accordance with clause 2.1, Charity Partner shall pay to RPF, on demand, interest on the outstanding Fee at the rate of 3% (three per cent) per annum above National Westminster Bank plcs base rate at the time, such interest to be compounded in calendar monthly steps on the first day of each month from the date due until the date of payment (inclusive) unless a separate payment schedule is agreed in writing by RPF or the equivalent number of Race Places to the amount of the outstanding Fee are forfeited. For the avoidance of doubt, one Race Place shall be forfeited for every £320 of Fee outstanding.3 PROMOTIONPrior to the Event, Charity Partner will be given the opportunity to approve a generic design/look inrelation to any Materials used for the promotion of the Event which feature Charity Partner’s nameand/or approved image, such approval not to be unreasonably withheld, delayed or conditioned. CharityConfidential Page 2 07/03/2013RPFU Charity Partner Contract
    • Partner will provide its approval within fifteen (15) days of receiving the Materials or approval will bedeemed given.4 GRANT OF RIGHTS4.1 In consideration of and subject to the payment of the Fee, RPF shall during the Term: (a) supply Charity Partner with XXX Race Places valid for the Event for the sole use of Runners approved by the Charity Partner to raise sums for the Charity Partner’s registered charity. Charity Partner acknowledges and agrees that RPF cannot refund any or all of the Fee if any Race Places are not used; and (b) grant the Rights to Charity Partner in the Territory on the terms and subject to the conditions set out in this Agreement. The grant of the Rights to the Charity Partner is on a non-exclusive basis.4.2 Charity Partner acknowledges that: (a) RPF shall be entitled to appoint other official partners, sponsors and suppliers; and (b) RPF has granted and may grant similar rights to the Rights to other charities, partners, sponsors and suppliers, and RPF shall not be deemed by Charity Partner to be in breach of any term of this Agreement as a result of such arrangements.4.3 If RPF cancels the Event (other than for a reason in Clause 12 or Clause 16) on a date that falls on or before 31 May 2013,RPF shall provide a full refund to Charity Partner of such amount of the Fee as has been paid in respect of that Event. If such cancellation occurs after 31 May 2013, RPF will refund to Charity Partner any monies paid prior to such cancellation, subject to the deduction of costs incurred by RPF in respect of the Event.4.4 If Charity Partner terminates this Agreement due to a material breach by RPF in accordance with clause 12.1 RPF will repay to Charity Partner any monies paid prior to termination of this Agreement, subject to the deduction of any costs incurred by RPF in respect of the Event.5 CHARITY PARTNER’S OBLIGATIONS Charity Partner shall: (a) during the Term grant RPF a non-exclusive royalty free license to use Charity Partner’s Mark for the purposes of fulfilling RPF’s obligations under this Agreement; (b) ensure that each and every Marketing Activity is approved in writing by RPF prior to Charity Partner commencing any such Marketing Activity or prior to the publication or use of the Materials. RPF will use its reasonable endeavours to provide any approval or disapproval within 5 working days of receipt of any request from Charity Partner; (c) ensure that all Materials conform with any samples approved by RPF; (d) ensure that all Materials are used solely for the Marketing Activities and Charity Partner shall not (and shall not authorise or procure any third party to) sell the Materials, offer the Materials for sale or distribute any Materials other than as part of the Marketing Activities; (e) not use the Designation, the Mark or any Materials except as expressly provided in this Agreement and in accordance with any usage guidelines notified to Charity Partner in writing by RPF from time to time during the Term; (f) ensure that the Materials do not contain a designation other than the Designation or any logo other than the Mark; (g) if requested by RPF in writing, provide one sample of each Material to RPF within fifteen [(15) days] of receiving the request;Confidential Page 3 07/03/2013RPFU Charity Partner Contract
    • (h) not use any RPF Intellectual Property Rights for any purpose without the prior written consent of RPF; (i) not make any announcement of the nature or subject of this Agreement without the prior written consent of RPF; (j) not adopt or use any domain names, marks, drawings, symbols, emblems, logos, designations or names confusingly similar to the RPF Intellectual Property Rights, Designation or the Mark; (k) not knowingly do or suffer to be done any act or thing which will in any way harm, misuse or bring into disrepute, impair or adversely affect the good name or reputation of RPF, the RPF Intellectual Property Rights or the rights and interests of RPF in the RPF Intellectual Property Rights; (l) not make any representation or give any warranty on behalf of RPF nor create any expense chargeable to RPF or otherwise pledge the credit of RPF; (m) not hold itself out as a supplier to or sponsor of RPF or otherwise associate itself with RPF except strictly in accordance with and subject to the terms of this Agreement; (n) not engage in any joint exploitation of or otherwise enter into any joint marketing or promotion such that any of the Products, the Materials, RPF or the Mark is associated with any third party or any third partys products or services; and (o) co-operate with and comply with all reasonable requests of RPF at all times during the Term and promptly notify RPF of any factor which could or does impact upon Charity Partners ability to perform its obligations under this Agreement.6 RPF OBLIGATIONSRPF shall: (a) use its reasonable endeavours to deliver the Marketing Plan; (b) not use the Charity Partner Intellectual Property Rights or the Charity Partner Mark for any purpose without the prior written consent of Charity Partner, not to be unreasonably withheld or delayed, except as expressly provided in this Agreement and in accordance with any usage guidelines notified to RPF in writing by Charity Partner from time to time during the Term; (c) not make any announcement of the nature or subject of this Agreement without the prior written consent of Charity Partner, not to be unreasonably withheld or delayed; (d) not adopt or use any domain names, marks, drawings, symbols, emblems, logos, designations or names that a reasonable person would find confusingly similar to the Charity Partner Intellectual Property Rights or the Charity Partner Mark; (e) not knowingly do or suffer to be done any act or thing which will in any way harm, misuse or bring into disrepute, impair or adversely affect the good name or reputation of Charity Partner, the Charity Partner Mark, the Charity Partner Intellectual Property Rights or the rights and interests of Charity Partner in the Charity Partner Intellectual Property Rights; (f) not make any representation or give any warranty on behalf of Charity Partner nor create any expense chargeable to Charity Partner or otherwise pledge the credit of Charity Partner; and (g) co-operate reasonably with Charity Partner at all times during the Term and promptly notify Charity Partner of any factor which could or does impact upon RPFs ability to perform its obligations under this Agreement.Confidential Page 4 07/03/2013RPFU Charity Partner Contract
    • 7 INTELLECTUAL PROPERTY7.1 Charity Partner acknowledges that RPF has the sole and absolute right to authorise Charity Partner to utilise the RPF Intellectual Property Rights for the purpose of this Agreement where relevant.Charity Partner shall not do, or omit to do, or permit to be done, any act which will or may weaken, damage or be detrimental to the RPF Intellectual Property Rights or the reputation or goodwill associated with the RPF Intellectual Property Rights or which may invalidate or jeopardise any registration of the RPF Intellectual Property Rights.7.2 Charity Partner acknowledges that all RPF Intellectual Property Rights together with any goodwill attaching to the Mark shall be and remain the sole property of RPF. Should any right, title or interest in or to the RPF Intellectual Property Rights or any goodwill arising out of the use of the Mark become vested in Charity Partner (by the operation of law or otherwise), it shall hold the same in trust for and shall, at the request of RPF immediately unconditionally assign (with full title guarantee) free of charge, any such right, title, interest or goodwill to RPF and execute any documents and do all acts required by RPF for the purpose of confirming such assignment. If Charity Partner fails to execute and deliver any such document or do any such act within 10 (ten) working days of any request in writing therefore from RPF, Charity Partner irrevocably appoints and authorises RPF to execute the same on its behalf as its authorised agent.7.3 Charity Partner shall include in all Materials a copyright and/or trade mark notice (the form of which notices shall be as notified by RPF).7.4 If Charity Partner becomes aware of any threatened or actual unauthorised use of the RPF Intellectual Property Rights, Charity Partner shall immediately notify the same to RPF in writing, setting out the facts in reasonable detail. Charity Partner will at RPFs request give all reasonable co-operation to RPF (including the provision of documentation and making relevant personnel available) in any action, claim or proceedings brought or threatened in respect of the RPF Intellectual Property Rights and RPF will be responsible for Charity Partner’s reasonable costs in connection with this co-operation.7.5 Charity Partner shall have no right to take action against any third party in relation to the unauthorised use by that third party of the RPF Intellectual Property Rights. Charity Partner shall have no right or entitlement to any damages or costs recovered by RPF from any action against any third party for infringement of any RPF Intellectual Property Rights.7.6 Charity Partner grants RPF a non-exclusive licence to use the Charity Partner Intellectual Property Rights and Charity Partner Mark for the purposes of this Agreement.7.7 RPF represents and warrants to Charity Partner that: (a) RPF is the owner or licensee of all rights, title and interest in and to the RPF Intellectual Property Rights; and (b) RPF has the right to authorise Charity Partner to utilise the RPF Intellectual Property Rights for the purpose of this Agreement.8 CHARITY PARTNERS WARRANTIES8.1 Charity Partner represents and warrants to RPF that: (a) Charity Partner has the requisite power and authority to enter into and perform its obligations under this Agreement; (b) Charity Partner is the owner or licensee of all rights, title and interest in and to Charity Partner’s Intellectual Property Rights;Confidential Page 5 07/03/2013RPFU Charity Partner Contract
    • (c) Charity Partner has the absolute right to authorise RPF to utilise Charity Partner’s Intellectual Property Rights including Charity Partner Mark for the purpose of this Agreement; (d) Charity Partner is a registered charity and complies with all relevant regulations and legislation relating to charities including without limitation the Charities Acts of 1992, 1993, 2006, and 2011 where relevant; (e) Charity Partner will take all reasonable steps to procure that the Runners raise money for the charitable purposes of Charity Partner; and (f) All proceeds received by the Charity Partner from the Runners will be applied to its charitable purposes.9 RUNNERS PARTICIPATION9.1 Charity Partner agrees to use its reasonable endeavours to ensure that the Runners: (a) participate in the Event; (b) wear one of the Race Numbers; (c) follow the Race Rules published by RPF from time to time; and (d) follow the reasonable directions of RPF and/or their authorised representatives.9.2 Charity Partner agrees to comply with all security provisions, health and safety provisions and other directions or requirements notified to Charity Partner in connection with the Event.9.3 Charity Partner will ensure that each Runner signs a Participation Agreement: (a) permitting RPF to exploit their participation for all uses in accordance with this Agreement; and (b) ensuring that all funds raised by the Runners will be paid directly to Charity Partner.9.4 Any Runner who has not signed the Participation Agreement in accordance with Clause 9.3 shall not be permitted to compete in the Event.10 REGULATIONS AND ACCESS10.1 Charity Partner undertakes that in connection with the Event it will comply with all laws, rules and regulations, licences and certificates in force in relation to the Event and the operation of events similar to the Event. In addition Charity Partner undertakes to comply with the reasonable instructions of the Promoter and RPF.10.2 Charity Partner warrants and undertakes that it shall not and shall ensure that its employees and agents shall not, and shall take reasonable steps to procure that any Runners and third parties shall notduring the Term, whilst at the Parks, in any interviews conducted at or in relation to the Event:: (a) do or say anything that may: a. be obscene, immoral, harmful or offensive according to generally acceptable standards; b. offend against the normal standards of decency; c. encourage or incite the commission of crime or public disorder; d. endanger public safety; or e. encourage, in whatever manner, behaviour which promotes disparaging views or behaviour relating to an individual or group’s colour, race, nationality, ethnic or national origins, disability, sex, sexual orientation, marital status, religion or age.Confidential Page 6 07/03/2013RPFU Charity Partner Contract
    • (b) make any political statements; (c) advertise or promote the goods or services, name or brand of any third party (whether or not a sponsor of Charity Partner) or display or procure the display of any advertising or other promotional materials for any third party’s goods and/or services, name or brand; and; (d) cause damage to the Parks and that if any such damage is caused Charity Partner will be fully responsible for the costs of repair of such damage.11 CHANGE OF ROUTE ETCRPF may reasonably elect to postpone or stage the Event on a different date or over the route of itschoice. RPF admits no liability for any loss or damage resulting from any changes to thefacilities/services to be provided by RPF to Charity Partner as a result of the change of date or routeand which are reasonably required by RPF. Charity Partner acknowledges and agrees that RPF cannotrefund the Fee or offer race places free of charge at a future Event, but Charity Partner will have theRights in the changed event.12 TERMINATION12.1This Agreement may be terminated with immediate effect by either party by written notice to the other party given at any time if such other party shall have committed a material breach of any of the terms hereof and (where such breach is capable of being remedied) shall have failed to remedy the same within 15 (fifteen) days of receiving a notice specifying the breach and requiring its remedy.12.2This Agreement may be terminated with immediate effect by either party with written notice to the other if: (a) any meeting of creditors of such other party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to such other party (other than for the purposes of bona fide reconstruction or amalgamation); (b) a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and is not discharged within seven days) upon the whole or any substantial part of the assets of such other party; (c) such other party ceases or threatens to cease to carry on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; (d) a resolution is passed, any procedure is commenced, any meeting is convened or any other step is taken (including, without limitation, the making of an application, the presentation of a petition or the filing or service of a notice) with a view to: a. the other party being adjudicated or found insolvent; b. the winding up or dissolution of the other party; c. the other party obtaining a moratorium or other protection from its creditors; or d. the appointment of a trustee, supervisor, administrative or other receiver, administrator, liquidator or similar officer or encumbrancer in respect of the other party or any of its assets;Confidential Page 7 07/03/2013RPFU Charity Partner Contract
    • (e) any investigation or proceedings are instituted by the Charity Commission or any other body with similar remit or pursuant to charity legislation; (f) any event analogous to any of the foregoing occurs in any jurisdiction; or (g) any event of Force Majeure Event as set out in Clause 15 continues for a consecutive period of 3 (three) months.13 EFFECTS OF TERMINATION13.1 On the expiry or earlier termination of this Agreement: (a) such expiry or termination shall be without prejudice to the rights of the parties accrued prior to such expiry or termination; (b) the rights granted under this Agreement shall revert immediately to RPF and Charity Partner shall immediately cease all exercise of those rights. In particular, Charity Partner shall immediately cease using the Designation and the Mark and withdraw all Materials (in its possession custody or control); (c) Charity Partner shall immediately deliver up to RPF (or at the option of RPF destroy and provide appropriate evidence of such destruction) any Materials (in its possession custody or control) that incorporate the Designation, the Mark or any RPF Intellectual Property Rights and the Runners Race Places if they have not already been allocated. If they have been allocated and the Charity Partner is being investigated pursuant to Clause 12.2 (i), RPF may at its discretion nominate an alternative charity with similar objects to receive funds raised by such Runners; and (d) RPF shall use its reasonable efforts to delete references to the Charity Partner or Charity Partner Mark in the Materials where practicably possible, but shall not be required to recall any Materials.13.2 The provisions of Clauses 5 to 9 and 11 to 13 of this Agreement shall survive the expiry or earlier termination of this Agreement.14 CONFIDENTIALITY14.1 Each party (“Receiving Party”) warrants and undertakes that it will respect and preserve the confidentiality of all information which is confidential in nature (whether or not contained in documents) disclosed by a party (“Disclosing Party”) relating to the Event or any third party connected with the Event (including the Royal Parks, the Promoter, other service providers and/or any sponsors) or the business, financial position and future plans of the Disclosing Party or any third party connected with the Event (“Confidential Information”).14.2 The Receiving Party will not, without the express prior written consent of the Disclosing Party, communicate or make available the Confidential Information to any third party and/or use the Confidential Information for any purpose other than strictly as necessary for the participation of its obligations under this Agreement and in such cases in line with current data protection legislation, including the Data Protection Act 1998.14.3 Each party acknowledges and agrees that in the event that the terms of this Clause 14 are breached, damages would not be an adequate remedy and equitable remedies (such as specific performance or an injunction) would be appropriate.Confidential Page 8 07/03/2013RPFU Charity Partner Contract
    • 15 INDEMNITIES AND LIABILITY15.1Charity Partner shall fully indemnify and keep RPF fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by RPF in consequence or arising out of: any breach or non-participation of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on Charity Partners part contained in this Agreement; and/or the exercise by Charity Partner of any of the Rights except as set out in this Agreement or the death or injury to any person attending the Event caused by Charity Partner’s negligence or default or that of Charity Partner’s Runners. For the avoidance of doubt, the exclusions of liability set out in Clause 15.2 shall not apply to the indemnity in this Clause 15.1.15.2 Save as set out in Clause 15.3 RPF shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any indirect loss (including without limitation, loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill) or damage suffered by it in relation to this Agreement, even if the Charity Partner has been advised of the possibility of such damages or losses.15.3RPF’s total liability arising under or in connection with this Agreement or any breach or non- performance of this Agreement no matter how fundamental (including by reason of that Party’s negligence) in contract, tort or otherwise shall be limited to the Fee.15.4 Charity Partner acknowledges and will notify all Runners of the risk of taking part in an event of this nature. Nothing in this Agreement shall limit the liability of either party to the other for any personal injury to or death of any of the others’ employees, agents, subcontractors, or Runners caused directly by a negligent or intentional act or omission or fraudulent misrepresentation on its part.15.5 RPF shall not in any event be liable to return monies received or pay compensation or damages to Charity Partner or any third party (for whatever reason such compensation or damages may be due) in excess of the Fee actually received by RPF in cleared funds in accordance with this Agreement as at the date such action and/or claim arises.16 FORCE MAJEURE16.1 Neither party shall be liable for its inability to perform any obligation under this Agreement where such inability is caused by a Force Majeure Event.16.2 If either party is affected by a Force Majeure Event which prevents that party from performing its obligations under this Agreement, the affected party shall: (a) promptly notify the other of the nature and extent of the circumstances in question; or (b) use all reasonable endeavours to mitigate and/or eliminate the consequences of such Force Majeure Event and inform the other party of the steps which it is taking and proposes to take to do so.16.3 Neither party will be liable to the other party or its sub-licensees for: (a) any expenses or losses directly or indirectly incurred by them; or (b) any delay in performing its obligations nor for failure to perform its obligations under this Agreement as a result of a Force Majeure Event.16.4 If and to the extent that such expenses or losses, delay or failure are caused by a Force Majeure Event each party shall be relieved of those obligations affected by the Force Majeure Event under this Agreement during the duration of such Force Majeure Event.Confidential Page 9 07/03/2013RPFU Charity Partner Contract
    • 17 ILLEGALITYIf at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in anyrespect under the law of any jurisdiction, that provision shall be deleted in respect of that jurisdiction solong as the commercial purpose of this Agreement is still capable of participation, and the deletion ofthat provision in that jurisdiction shall not in any way affect or impair:17.1 the validity, legality or enforceability in that jurisdiction of any other provision of this Agreement;or17.2 the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.18 NOTICES18.1 All notices, consents and other written communications may be given personally to the intended recipient or sent by pre-paid registered post or facsimile or delivered personally to the address set out in this Agreement by: (a) RPF to Charity Partner at its above address; or (b) Charity Partner to RPF at its above address with a copy to such other person or addresses or numbers as otherwise advised in writing by RPF to Charity Partner.18.2 Such notice is treated as having been given and received: (a) if delivered, on the day of delivery if a business day, otherwise on the next business day; (c) on the date of receipt if sent by registered mail; and (c) if transmitted by fax to a persons address and a correct and complete transmission report is received, on the day of transmission if a business day, otherwise on the next business day.18.3 For the avoidance of doubt a notice shall not be properly served if sent by email.19 GENERAL19.1 Definitions:in this Agreement, the words and expressions set out in Annex 1 shall have the meanings ascribed to them as set out in Annex 1.19.2 Interpretation: in the Agreement: 1. Headings are for convenience only and shall not affect the interpretation of either the Agreement. 2. Unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) words importing one gender include the other; (c) a reference to the Agreement is a reference to the Agreement and Annex 1 and Annex 2 and any variation or replacement of any of them; (d) references to persons include incorporated and unincorporated bodies, partnerships, joint ventures and associations and vice versa and their legal personal representatives, successors and assigns;Confidential Page 10 07/03/2013RPFU Charity Partner Contract
    • (e) a reference to a statute or other law includes regulations and other instruments under it and amendments, re-enactments or replacements of any of them; and (f) references to “include” and “including”, shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect of, limiting the generality of any foregoing words.19.3 No Obligation: RPF will use its reasonable efforts to organise the Event, but is not obliged toorganise or stage the Event, to allow Charity Partner or its Runners to participate at the Event or toallow Charity Partner or any Runners access to the Parks.19.4 Assignment, Licensing and Sub-Contracting: Charity Partner acknowledges that RPF mayassign and/or license this Agreement and the rights acquired under it. This Agreement is personal toCharity Partner. Charity Partner acknowledges that RPF may sub-contract any of its obligations underthis Agreement. Charity Partner may not assign this Agreement or sub-contract any of the obligationsto be provided by them under this Agreement.19.5 Third Parties: The provisions of the Contracts (Rights of Third Parties) Act 1999 are excludedfrom this Agreement.19.6 Entire Agreement: This Agreement and Annexes 1 and 2 constitute the sole and entireunderstanding of RPF and Charity Partner in relation to the subject matter of this Agreement andsupersede all previous agreements, representations and arrangements between Charity Partner and RPF(either oral or written) with regard to the subject matter of this Agreement. The parties confirm thatthey have not entered into this Agreement on the basis of any representations that are not expresslyincorporated in this Agreement. Each party irrevocably and unconditionally waives any rights it mayhave to claim damages and/or to rescind this Agreement for any misrepresentation in relation to thesubject matter of this Agreement whether or not contained in this Agreement or for breach of warrantynot contained in this Agreement unless such misrepresentation or warranty was made fraudulently. ThisAgreement may only be amended or supplemented in writing and signed by a representative of bothRPF and Charity Partner.19.7 Waiver: The failure, delay, relaxation or indulgence on the part of any party in exercising anypower or right given to the parties under this Agreement shall not operate as a waiver of that power orright, nor does any single exercise of a power or right preclude any other or further exercise of it or theexercise of any other right or power under this Agreement. A right or a power may only be waived inwriting signed by the party to be bound by the waiver.19.8 Partnership: Nothing in this Agreement is intended to nor shall it create any partnership, jointventure or relationship of employment between RPF and Charity Partner.19.9 Unenforceability: If any provision of this Agreement is invalid or unenforceable in anyjurisdiction it will, if required, be deleted (for the purposes of that jurisdiction) without affecting theremaining provisions of this Agreement or affecting the validity or enforceability of that provision inany other jurisdiction provided that such deletion does not defeat the commercial purpose of thisAgreement.19.10 Jurisdiction: This Agreement shall be governed by English law and the parties agree to submitto the non-exclusive jurisdiction of the Courts of England.Signed SignedConfidential Page 11 07/03/2013RPFU Charity Partner Contract
    • ……………………………………………. ……………………………………………….Print name Print nameFor and on behalf of For and on behalfofCharity PartnerThe Royal Parks Foundation Dated…………………………………Dated…………………………………Confidential Page 12 07/03/2013RPFU Charity Partner Contract
    • Annex 1 DefinitionsCharity Partner All Intellectual Property Rights owned by or licensed to Charity PartnerIntellectualProperty RightsCharity Partner The Charity Partner logo set out in Part 2, Annex 2MarkDesignations The Designations set out in Part 1, Annex 2Expenses Any expense, liability, loss, damage and/or cost (including reasonable legal costs) arising out of any legal action, claim, demand and/or proceedingsEvent The Royal Parks Foundation Ultra intended to be held on Sunday 6th October 2013Fee £320 (three hundred and twenty pounds) payable by Charity Partner for each of the Race Places as set out in the AgreementForce Majeure Any event beyond the reasonable control of a party including: royal demise; nationalEvent mourning; war; fire; flood; act(s) or threats of terrorism; epidemic; travel warning; strike(s) or lockout(s); act(s) of God; order(s) of any licensing or other public authority; failure of power supply; the unavailability of the Park or any of the Parks; and/or cancellation or termination of the EventIntellectual All copyright and other intellectual property rights in whatever media whether or notProperty Rights registered including (without limitation), database rights, trade marks, service marks, trade names, registered designs, all other proprietary rights and any applications for the protection or registration of those rights and all renewals and extensions existing in any jurisdictionMark RPF’s and the Event trade mark set out in Part 2 of Annex 2 or such other marks as notified by RPF to Charity Partner from time to timeMarketing Any suitable marketing activity carried out by Charity Partner and pre-approved by RPFActivities including in-store promotions, brochures, advertising and other similar activities to promote the Event and associate the Charity Partner with the EventMarketing Plan The marketing plan agreed between the parties from time to time, the current version of which is attached at Annex 3Materials All works, designs drawings, logos, specifications and other documents and/or materials created in connection with the Marketing Activities or under this Agreement including without limitation any photographs and point of sale items, banners, signs, posters, displays, packaging, labels, wrappers, hangers, containers, stands, special packaging and any other marketing or advertising materials (including any proofs)Parks Hyde Park and other of The Royal Parks, London, England and City of Westminster, City of London, Southwark, Lambeth, Wandsworth, Hammersmith & Fulham, Richmond Upon Thames and Kingston Upon Thames roads;Participation The terms and conditions in respect of an individual Runner’s participation as set out onAgreement the Event website, entered into upon confirmation of the Runner’s understanding and acceptance of such terms and conditionsProducts Merchandise produced by the Charity Partner in connection with the Event which shall include, but not be limited to, running kit, sporting gadgets and other equipmentPromoter The organizer and promoter of the Event, currently Limelight Sports LimitedRace Numbers The numbered bibs to be supplied to the Charity Partner’s Runners by RPFRace Places Guaranteed starting places for Runners in the EventRace Rules Race rules produced by RPFRights Those rights to be granted by RPF to Charity Partner as set out in Part 1 of Annex 2RPF Intellectual All Intellectual Property Rights owned by or licensed to RPF or otherwise relating to theProperty Rights Event and including but not limited to the MarkRunners Runners nominated by Charity Partner to take part in the eventTerm The term set out in Clause 1Territory The United Kingdom Confidential Page 13 07/03/2013 RPFU Charity Partner Contract
    • Annex 2Part 1 Rights RPF shall grant to Charity Partner the rights set out below subject to the terms and conditions in this Agreement during the Term: a. The non-exclusive right to use the Designation: “[Official] Charity of theRoyal Parks Foundation Ultra” in the Territory on the Materials for the Marketing Activities; b. The non-exclusive right to use the Mark in the Territory on the Materials for the Marketing Activities; c. The right to branding on the charity page of RPF’s official website url: www.royalparksultra.com. The nature, size, and opportunity of a banner to be determined by RPF. All copy and artwork must be previously approved by RPF (or such third party as RPF may nominate) and delivered within reasonable time before posting; d. The right to inclusion on Event website at url: www.royalparksultra.comof a link to Charity Partner’s website at url: www.charity.com.The nature, size and position of such inclusion to be determined by RPF; e. The right to occupy with a reasonable number of guests a designated Charity standard viewing site along the racecourse at the Event subject to the approval of RPF and subject to: a) compliance with all instructions, directions or regulations issued by or on behalf of RPF or Promoter which are necessary for compliance with health and safety legislation; and b) availability of space at the Parks or beside route; and f. The right to provide Materials for display at the finish marquee at the end of the race in Bushy Park.Confidential Page 14 07/03/2013RPFU Charity Partner Contract
    • Part 2 Mark A 50k run for charity Charity Partner Mark Charity logo to be via emailConfidential Page 15 07/03/2013RPFU Charity Partner Contract
    • Annex 3 Marketing PlanTo be provided and updated as and when availableConfidential Page 16 07/03/2013RPFU Charity Partner Contract